EXHIBIT 10.2


 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Nicholas C. Babson (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


1.              Grant
of Stock.  The Company hereby grants
to the Grantee 283 shares of Common Stock under the terms and conditions
hereof.


 


2.              Share
Price.  The Share Price of the
Shares is $70.77.


 


3.              Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


4.              Vesting.   The Shares shall be fully vested at the
time of the award.


 


5.              Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


6.              Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefor, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


7.              Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


8.              Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their


 

















 


issuance.   In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all
federal and state laws and regulations.


 


10.       Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


11.       Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


13.       Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its: Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  Nicholas C. Babson

  
				



 


2

















 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Martin Barber (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


1.              Grant
of Stock.  The Company hereby grants
to the Grantee 424 shares of Common Stock under the terms and conditions
hereof.


 


2.              Share
Price.  The Share Price of the
Shares is $70.77.


 


3.              Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


4.              Vesting.   The Shares shall be fully vested at the
time of the award.


 


5.              Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


6.              Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefor, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


7.              Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


8.              Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their issuance.   In addition, the Committee may require such
consents and releases of taxing authorities as the Committee deems advisable.


 

















 


9.              Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all
federal and state laws and regulations.


 


10.       Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


11.       Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


13.       Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its: 

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  Martin Barber

  
					



 


2

















 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Norman Bobins (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


14.       Grant
of Stock.  The Company hereby grants
to the Grantee 283 shares of Common Stock under the terms and conditions
hereof.


 


15.       Share
Price.  The Share Price of the
Shares is $70.77.


 


16.       Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


17.       Vesting.   The Shares shall be fully vested at the
time of the award.


 


18.       Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


19.       Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefor, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


20.       Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


21.       Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their


 


2

















 


issuance.   In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.


 


22.       Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all
federal and state laws and regulations.


 


23.       Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


24.       Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


25.       Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


26.       Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  Norman Bobins

  
					



 


2

















 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Alan D. Feld (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


1.              Grant
of Stock.  The Company hereby grants
to the Grantee 283 shares of Common Stock under the terms and conditions
hereof.


 


2.              Share
Price.  The Share Price of the
Shares is $70.77.


 


3.              Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


4.              Vesting.   The Shares shall be fully vested at the
time of the award.


 


5.              Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


6.              Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefor, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


7.              Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


8.              Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their issuance.   In addition, the Committee may require such
consents and releases of taxing authorities, as the Committee deems advisable.


 

















 


1.              Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all
federal and state laws and regulations.


 


2.              Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


3.              Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


4.              Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


5.              Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its: 

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  Alan D. Feld

  
					



 


2

















 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Thomas E. Robinson (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


6.              Grant
of Stock.  The Company hereby grants
to the Grantee 283 shares of Common Stock under the terms and conditions
hereof.


 


7.              Share
Price.  The Share Price of the
Shares is $70.77.


 


8.              Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


9.              Vesting.   The Shares shall be fully vested at the
time of the award.


 


10.       Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


11.       Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefor, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


12.       Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


13.       Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their


 


2

















 


issuance.   In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.


 


14.       Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all
federal and state laws and regulations.


 


15.       Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent, except
for adjustments expressly provided by this Agreement.


 


16.       Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


17.       Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


18.       Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its: 

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  Thomas E. Robinson

  
					



 


2

















 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and John C. Staley (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


1.              Grant
of Stock.  The Company hereby grants
to the Grantee 283 shares of Common Stock under the terms and conditions
hereof.


 


2.              Share
Price.  The Share Price of the
Shares is $70.77


 


3.              Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


4.              Vesting.   The Shares shall be fully vested at the
time of the award.


 


5.              Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


6.              Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefore, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


7.              Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


8.              Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their


 


2

















 


issuance.   In
addition, the Committee may require such consents and releases of taxing
authorities as the Committee deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all
federal and state laws and regulations.


 


10.       Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


11.       Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


13.       Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its
address for the purpose hereof by giving notice in accordance with the
provisions of this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its: 

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  John C. Staley

  
					



 


2

















 


CENTERPOINT PROPERTIES TRUST


DIRECTOR’S STOCK GRANT AGREEMENT


 


THIS STOCK GRANT AGREEMENT (the “Agreement”) is dated
as of May 18, 2004 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Robert L. Stovall (the “Grantee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 1995 Restricted Stock
Incentive Plan (the “Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing a grant of stock
made in accordance with the terms of the Plan. 
In this Agreement, “Shares” means the Company’s Common Stock granted
pursuant to this Agreement or other securities resulting from an adjustment
under Section 4.3 of the Plan.


 


The parties agree as follows:


 


1.              Grant
of Stock.  The Company hereby grants
to the Grantee 283 shares of Common Stock under the terms and conditions
hereof.


 


2.              Share
Price.  The Share Price of the
Shares is $70.77


 


3.              Assignability.  The Shares shall not be transferable
other than by will or the laws of descent and distribution until the later of
(a) six months from the date of this Agreement.


 


4.              Vesting.   The Shares shall be fully vested at the
time of the award.


 


5.              Rights
of Shareholder.  Except as otherwise
provided in the Plan or in this Agreement, the Grantee shall have rights of a
shareholder with respect to Shares as provided in Article 8 of the Plan.


 


6.              Rights
of the Company.  This Agreement does
not affect the Company’s right to take any corporate action, including other
changes in its right to recapitalize, reorganize or consolidate, issue bonds,
notes or stock, including preferred stock or options therefore, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.


 


7.              Changes
in Capitalization.  Upon the
occurrence of an event described in Section 4.3(a) of the Plan, the Committee
shall make the adjustments specified in Section 4.3(b) of the Plan.


 


8.              Compliance
with Laws.  Shares can be delivered
under this Agreement only in compliance with all applicable federal and state
laws and regulations, including without limitation state and federal securities
laws, and the rules of all stock exchanges on which the Common Stock is listed
at any time.  Shares may not be issued
under this Agreement until the Company has obtained the consent or approval of
every regulatory body, federal or state, having jurisdiction over such matters
as the Committee deems advisable.  Each
person or estate that acquired the right to receive shares by bequest or
inheritance may be required by the Committee to furnish reasonable evidence of
ownership of the shares as a condition to their issuance.   In addition, the Committee may require such
consents and releases of taxing authorities as the Committee deems advisable.


 

















 


9.              Stock
Legends.  Any certificate issued to
evidence Shares issued pursuant to this Agreement shall bear such legends and
statements as the Committee deems advisable to assure compliance with all federal
and state laws and regulations.


 


10.       Amendment
of Agreement.  The Company may
alter, amend, or terminate the Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


11.       Choice
of Law.  The provisions of Section
9.7 of the Plan, concerning choice of law, shall govern this Agreement.


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  This Agreement is the final, complete, and
exclusive expression of the understanding between the parties and supersedes  any
prior or contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


13.       Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows: if to the Company, to the Company’s principal office, and
if to the Grantee or his successor, to the address last furnished by such
person to the Company.  Each such notice
and communication delivered personally shall be deemed to have been given when
delivered.  Each such notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopier shall be deemed to
have been given when it is so transmitted and the appropriate answer back is
received.   A party may change its address
for the purpose hereof by giving notice in accordance with the provisions of
this Section 17.


 


IN WITNESS WHEREOF, the Company has executed this
Agreement as of the date first written above.


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
  Its: 

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name: 
  Robert L. Stovall

  
					



 


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